ex10_1.htm


    
      

    

    Exhibit
10.1

    


    AMENDMENT
TO

    REVOLVING CREDIT LOAN AND
SECURITY AGREEMENT

    


               THIS
AMENDMENT TO REVOLVING CREDIT LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as
of December 11, 2009, is made by and among HERSHA HOSPITALITY LIMITED
PARTNERSHIP, a Virginia limited partnership (“Borrower”), HERSHA HOSPITALITY TRUST, a
Maryland real estate investment trust (the “Trust”), as
Guarantor, each of the other Guarantors party hereto (together with the Borrower
and the Trust, the “Credit Parties”),
each of the financial institutions identified as Lenders herein and on Schedule A to the
Loan Agreement (together with each of their successors and assigns, referred to
individually as a “Lender” and
collectively as “Lenders”), TD BANK, N.A. (“Bank”), as
administrative agent for the Lenders hereunder, acting in the manner and to the
extent described herein (in such capacity, “Agent”), and each of
the Lenders party hereto.

    


    BACKGROUND

     

    WHEREAS,
the Credit Parties and the Lenders are parties to a Revolving Credit Loan and
Security Agreement dated as of October 14, 2008 (the “Loan Agreement”);
and

    


    WHEREAS,
Borrower has requested that Lenders waive Borrower’s compliance with Section 7.2
of the Loan Agreement for the Fiscal Quarters ended December 31, 2008, March 31,
2009 and June 30, 2009 and Lenders are willing to do so as provided in this
Amendment; and

    


    WHEREAS,
the Credit Parties desire to amend the Loan Agreement as described herein and
Lenders are willing to do so, all on the terms and conditions set forth in this
Amendment;

    


    NOW THEREFORE, in consideration of the
promises and conditions set forth herein, and intending to be legally bound, the
parties hereto hereby agree as follows:

    


    
      	
              Section
    1.

            	
              Defined
      Terms.

            


    

    


    Except as
otherwise defined in this Amendment, initially capitalized terms used herein
shall have the meanings assigned to such terms in the Loan
Agreement.  This Amendment is furnished in connection with and amends
the Loan Agreement, and the term “Loan Documents” as used in the Loan Agreement
shall include, without limitation, this Amendment.

    


    
      	
              Section
    2.

            	
              Amendments.

            


    

    


    2.1           Section
1.1 of the Loan Agreement (Definitions) is hereby amended as
follows:

    


    (a)           By
amending and restating the definition of “Adjusted Funds from Operations” as
follows:

    


    ““Adjusted Funds From
Operations” means net income applicable to common shareholders (computed
in accordance with GAAP), excluding non-cash interest from development loans and
excluding gains or losses from the sale of property, plus depreciation and
amortization expenses, plus depreciation and amortization from discontinued
operations, and after adjustments for unconsolidated partnerships and joint
ventures, income allocated to minority interest applicable to common units,
income from discontinued operations allocated to noncontrolling interest
applicable to common units, non-cash amortization of deferred financing costs,
amortization of loan discount or premium, non-cash stock expense, straight-line
amortization of ground lease expense, non-cash impairment of long-lived assets,
non-cash write-off of deferred financing costs in connection with refinancing
activity, and acquisition and terminated acquisition costs.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           By
amending and restating the definition of “Debt Service” as follows:

    


    ““Debt Service” means
the sum of the principal payments during the previous twelve (12) month period
on long-term debt and capitalized lease obligations plus interest expense on all
obligations, less principal payments made in connection with the maturity or
refinance of long-term debt obligations and non-cash interest expense resulting
from the amortization of deferred financing costs.”

    


    (c)           By
amending and restating the definition of “EBITDA” as follows:

    


    ““EBITDA” means
Borrower’s consolidated net income applicable to common shareholders (computed
in accordance with GAAP) less income from unconsolidated joint venture
investments, interest income, non-cash interest income included in interest
income from development loans and gain on the disposition of hotel properties;
plus income allocated to minority interests in continuing operations, interest
expense, preferred distributions, depreciation and amortization, interest and
capital lease expense allocated to discontinued operations, depreciation and
amortization from discontinued operations, non-cash stock expense, straight-line
amortization of ground lease expense, income allocated to minority interest for
discontinued operations, non-cash impairment of long-lived assets and non-cash
write-off of deferred financing costs in connection with refinancing
activity.”

    


    (d)           By
amending and restating the definition of “Gross Asset Value” as
follows:

    


    ““Gross Asset Value”
means: (i) Operating Real Estate Value, plus (ii) cash and cash equivalents
(excluding any restricted cash), plus (iii) accounts receivable less than ninety
(90) days and notes receivable and due from related parties, plus (iv) fifty
percent (50%) of the development loan balance, plus (v) escrow
deposits.”


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    (e)           By
amending and restating the definition of “Operating Real Estate Value” as
follows:

    


    ““Operating Real Estate
Value” means (i) gross book value of wholly owned hotel assets, plus (ii)
gross book value of hotel assets held for sale, plus (iii) investment in
unconsolidated joint ventures.”

    


    2.2           Section
2.2.1(b) of the Loan Agreement (Issuance of Letters of Credit) is hereby amended
and restated as follows:

    


    “(b) the
sum of the aggregate amount of outstanding Type A Loans, Type B Loans and Letter
of Credit Obligations shall not at any time exceed the lesser of (i) the
Committed Amount or (ii) sixty-seven percent (67%) of the Appraised Value of the
Mortgaged Properties.”

    


    2.3           (a)           The
proviso in Section 2.6.1(a) of the Loan Agreement (Type A Loans) is hereby
amended and restated as follows:

    


    “providedhowever, that the sum
of the aggregate amount of outstanding Type A Loans, Type B Loans and Letter of
Credit obligations shall not at any time exceed the lesser of (i) Committed
Amount or (ii) sixty-seven percent (67%) of the Appraised Value of the Mortgaged
Properties.”

    


    (b)           The
proviso following clause (ii) of Section 2.6.2(a) of the Loan Agreement (Type B
Loans) is hereby amended and restated as follows:

    


    “providedhowever, that the sum
of the aggregate amount of outstanding Type A Loans, Type B Loans and Letter of
Credit obligations shall not at any time exceed the lesser of (i) Committed
Amount or (ii) sixty-seven percent (67%) of the Appraised Value of the Mortgaged
Properties.”

    


    2.4           Section
3.1.1 of the Loan Agreement (Prime Rate Loans) is hereby amended and restated as
follows;

    


    “During
such periods as a Loan is a Prime Rate Loan, each such Prime Rate Loan shall
bear interest at a per annum rate equal to the Prime Rate plus one and one-half
percent (1.50%) (the “FBR Interest Rate
Option”).”

    


    2.5           Section
3.1.2 of the Loan Agreement (LIBOR Rate Loans) is hereby amended and restated as
follows:

    


    “During
such periods as a Loan is a LIBOR Rate Loan, each such LIBOR Rate Loan shall
bear interest at a per annum rate equal to the greater of (i) the sum of the
LIBOR Rate plus
three and one-half percent (3.50%) or (ii) four and one-quarter percent (4.25%)
(the “LIBOR Interest
Rate Option”).”


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    2.6           Section
4.14(a) of the Loan Agreement (Release and Substitution of Collateral;
Additional Collateral) is hereby amended and restated as follows:

    


    “In
connection with the release or release and substitution of Mortgaged Property
from the Collateral, Borrower shall either (i) deliver the net proceeds from the
sale or refinancing of such Mortgaged Property to Agent and Agent shall apply
such proceeds to repayment of the outstanding principal amount of the Line or
(ii) in lieu of such repayment, deliver to Agent Substitute Collateral, the
Appraised Value of which is at least equal to the Appraised Value of the
Mortgaged Property released from the Collateral and which, when added to the
Appraised Value of all other Mortgaged Properties that will remain as Collateral
for the Line following such release, will cause the then outstanding principal
balance of the Line to not exceed the lesser of (A) the Borrowing Base or (B)
sixty-seven percent (67%) of the Appraised Value of the Mortgaged
Properties.”

    


    2.7           Section
7.1 of the Loan Agreement (Debt Service Coverage Ratio) is hereby amended and
restated as follows:

    


    “Borrower
shall maintain a Debt Service Coverage Ratio, calculated for the previous twelve
(12) month period, of not less than 1.20:1.00, with such ratio to be tested on a
rolling four (4) quarter basis beginning with the Fiscal Quarter ending
September 30, 2009.”

    


    2.8           Section
7.3 of the Loan Agreement (EBITDA to Debt Service) is hereby amended and
restated as follows:

    


    
      	
               
      

            	
              “Borrower
      shall maintain a ratio of EBITDA to Debt Service, calculated for the
      previous twelve (12) month period, of not less than 1.25:1.00, with such
      ratio to be tested on a rolling four (4) quarter basis beginning with the
      Fiscal Quarter ending September 30,
2009.”

            


    

    


    2.9           Article
VII of the Loan Agreement is supplemented by new Section 7.8, providing as
follows:

    


    
      	
               
      

            	
              “Section
    7.8

            	
              Mandatory
      Repayment; Addition of Mortgaged Property to Collateral.

            


    

    


    In the
event the aggregate amount of outstanding Type A Loans, Type B Loans and Letter
of Credit Obligations exceeds the lesser of (a) the Committed Amount or (b)
sixty-seven percent (67%) of the Appraised Value of the Mortgaged Properties,
Borrower shall (i) repay the outstanding Type A Loans, Type B Loans or Letter of
Credit Obligations in an amount sufficient to cause the aggregate amount of
outstanding Loans and Letter of Credit Obligations to not exceed the lesser of
the Committed Amount or sixty-seven percent (67%) of the Appraised Value of the
Mortgaged Property and/or (ii) add Mortgaged Property to the Collateral, subject
to the applicable requirements of Section 13.10 hereof, the Appraised Value of
which additional Mortgaged Property, when added to the Appraised Value of all
other Mortgaged Properties included in the Collateral, will cause the aggregate
amount of outstanding Loans and Letter of Credit Obligations to not exceed
sixty-seven percent (67%) of the Appraised Value of the Mortgaged
Properties.”


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    2.10           Article
IX of the Loan Agreement is supplemented by new Section 9.7, providing as
follows:

    


    “Section
9.7   Earnings
Report.

    


    Together
with the annual statements required by Section 9.1 above and
the quarterly statements required by Section 9.2 above,
the Earnings Report of the Credit Parties for such Fiscal Year or Fiscal
Quarter, as applicable, in the format attached hereto as Schedule 9.7 with
such modifications in format and contents as Agent may reasonably request from
time to time, certified by the chief financial officer of the Credit Parties to
be accurate and complete.”

    


    2.11           Section
13.10(b)(i) of the Loan Agreement is hereby amended and restated as
follows:

    


    “Agent
may accept Substitute Collateral or Additional Collateral if approved,
authorized or ratified in writing by Lenders which are then in compliance with
their obligations hereunder (as determined by the Agent) and holding in the
aggregate at least fifty-one percent (51%) of (i) the Commitment (and
participation interests therein) and the outstanding Loans (and participation
interests therein) or (ii) if the Commitment has been terminated, the
outstanding Loans and participation interests (including the participation
interests of the Issuing Bank in any Letters of Credit),” which approval,
authorization or ratification under clause (i) or (ii) above, as applicable,
shall not be unreasonably withheld.

    


    2.12           Each
of the Loan Documents is hereby further amended to the extent necessary to
incorporate or otherwise reflect the amendments or modifications heretofore or
hereby made to the Loan Agreement, and any reference in any Loan Document to any
other Loan Document shall be deemed a reference to such other Loan Document as
from time to time amended, supplemented, modified or restated.

    


    
      	
              Section
    3.

            	
              Waiver
      of Covenant Compliance.

            


    

    


    The
Lenders hereby agree to waive compliance by Borrower with Section 7.2 of the
Loan Agreement for the Fiscal Quarters ended December 31, 2008, March 31, 2009
and June 30, 2009 only.  This waiver is limited as specified herein
and this waiver shall not operate as a modification, acceptance or waiver of any
other provision of the Loan Agreement or the other Loan Documents, all of which
are ratified, reaffirmed and confirmed and shall continue in full force and
effect except as expressly modified by this Amendment.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    
      	
              Section
      4.

            	
              Appraisals.

            


    

    


    Borrower acknowledges and agrees
that Agent may obtain an Appraisal at Borrower’s sole cost and expense of each
of the following Mortgaged Properties:

    


    JFK
Sheraton - 132-26 South Conduit Avenue Jamaica, NY 11430 Courtyard Langhorne -
15 East Cabot Boulevard Langhorne, PA 19047 Hampton Inn Philadelphia - 1301 Race
Street Philadelphia, PA 19107 Mainstay Suites KOP - 440 American Avenue King of
Prussia, PA 19406

    


    Borrower
agrees to pay the appraiser directly for the cost of such Appraisals, in
accordance with the terms of the appraiser’s invoice.

     

    Section
5.  Fee.

    


    Borrower
shall pay a waiver, modification and amendment fee of one quarter of one percent
(0.25%) of the Committed Amount, or Three Hundred Thirty-Seven Thousand Five
Hundred Dollars ($337,500), to be paid to Agent upon execution of this Amendment
and disbursed to Lenders in such amounts as Agent and Lenders have
agreed.

    


    
      	
              Section
    6.

            	
               Conditions
      Precedent.

            


    

    


    The
effectiveness of the amendments set forth in this Amendment shall be subject to
Agent receiving the following documents, each in form and substance reasonably
satisfactory to Agent:

    


    (a)           Amendment.  Counterparts
to this Amendment executed by the Credit Parties and the Lenders. 

    


    (b)           Additional
Documents.  Such additional documents as Agent may reasonably
request.

    


    
      	
              Section
    7.

            	
              Confirmation
      of Indebtedness.

            


    

    


    Each of
the Credit Parties hereby acknowledges and confirms that, as of December 4,
2009, the Borrower is indebted to Lenders under the Loan Agreement, without
defense, setoff, claim, or counterclaim, in the aggregate principal amount of
$79,200,000 for the Loans, plus unpaid interest accruing on such principal
amounts and costs and expenses payable thereunder.

    


    
      	
              Section
    8.

            	
              Representations
      and Warranties.

            


    

    


    Each of
the Credit Parties jointly and severally represents and warrants to the Agent
and to each Lender that:

    


    (a)           Each
of the representations and warranties contained in Article V of the Loan
Agreement is correct and accurate on and as of the date hereof as though made on
and as of such date after giving effect to the amendments contained in this
Amendment.


    
      
         


      

      
        - 6
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    (b)           No
Event of Default has occurred and is continuing or would exist immediately after
giving effect to the amendments contained in this Amendment, and no event has
occurred and is continuing that with notice or lapse of time or both would, if
unremedied, be an Event of Default.

    


    (c)           Each
Credit Party has the power and authority under applicable law and under its
certificate of limited partnership, certificate of formation, partnership
agreement, operating agreement or other charter or governing documents, as
applicable, to enter into this Amendment and perform the transactions
contemplated hereby; all actions necessary or appropriate for such Credit
Party’s execution and performance of this Amendment and the performance of the
transactions contemplated hereby have been taken; and, upon its execution, this
Amendment will constitute the valid and binding obligation of each Credit Party
enforceable in accordance with its terms subject as to enforceability (i) to
applicable bankruptcy, insolvency, reorganization or moratorium and other
similar laws affecting creditor’s rights generally and (ii) to the application
of general principals of equity (whether considered in an action at law or in
equity).

    


    (d)           The
making of this Amendment and performance of the transactions contemplated hereby
will not violate any provisions of any law, rule or regulation, federal, state
or local, or the certificate of limited partnership, certificate of formation,
partnership agreement, operating agreement or other charter or governing
documents, as applicable, of any Credit Party or result in any breach or
violation of, or constitute a default under, any material agreement or
instrument by which any Credit Party or the property of any Credit Party may be
bound.

    


    (e)           No
authorization, consent, approval, waiver, license or formal exemptions from, nor
any filing, declaration or registration with, any court, governmental agency or
regulatory authority (federal, state or local) or non-governmental entity, under
the terms of contracts or otherwise, is required by reason of or in connection
with the execution and performance of this Amendment by any Credit Party and the
performance of the transactions contemplated hereby, except those which have
been obtained and those the absence of which would not individually or in the
aggregate have a Material Adverse Effect.

    


    
      	
              Section
      9.

            	
              Miscellaneous.

            


    

    


    (a)           Ratification.  Except
as expressly set forth herein, all of the terms, covenants and conditions of the
Loan Agreement and each of the other Loan Documents (including, but not limited
to, provisions relating to any waiver of the right to trial by jury or
confession of judgment) are ratified, reaffirmed, and confirmed and shall
continue in full force and effect.  Without limiting the generality of
the foregoing, each of the Credit Parties hereby confirms that the pledges,
guarantees and security interests granted pursuant to such agreements continue
to secure all of the obligations under and in respect of the Loan
Documents.  Nothing hereunder is intended, or shall be construed to be
a novation or an accord and satisfaction of the Notes or any liability of any
Credit Party to Lender.

    


    (b)           Governing Law.  This
Amendment shall be governed in all respects by the laws of the Commonwealth of
Pennsylvania without regard to principles of conflicts of laws.


    
      
         


      

      
        - 7
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    (c)           Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of the Credit Parties and Lenders and their respective successors and
assigns.

    


    (d)           Counterparts.  This
Amendment may be executed in any number of counterparts with the same effect as
if all the signatures on such counterparts appeared on one document, and each
such counterpart shall be deemed to be an original.  Delivery of a
photocopy or facsimile of an executed counterpart of a signature page to this
Amendment shall be as effective as a delivery of a manually executed counterpart
of this Amendment.

    


    (e)           Headings.  The
various headings in this Amendment are inserted for convenience only and shall
not affect the meaning or interpretation of this Amendment or any provision
hereof.

    


    (f)           
Severability.  If
any provision of this Amendment or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent, the remainder of
this Amendment and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

    


     

     

    [Signature
pages follow]


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered, as of the day and year first above written.

    


    
      	 
      	
              BORROWER:

            
	 
      	 
      	 
      
	 
      	
              HERSHA
      HOSPITALITY LIMITED PARTNERSHIP, aVirginia limited
    partnership

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              Hersha
      Hospitality Trust, a Maryland Real Estate Investment Trust, General
      Partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Ashish R. Parikh

            
	 
      	 
      	
              Ashish
      R. Parikh

            
	 
      	 
      	
              Chief
      Financial Officer

            
	 
      	 
      	 
      
	 
      	
              GUARANTORS:

            


    

    


    
      
        	 
      	
                HERSHA HOSPITALITY
      TRUST,

              
	 
      	 
      	 
      
	 
      	
                A
      Maryland Real Estate Investment Trust

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Chief
      Financial Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                2844 ASSOCIATES, a
      Pennsylvania limited partnership

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Hersha
      Hospitality, LLC, a Virginia

              
	 
      	 
      	
                limited
      liability company, its general

              
	 
      	 
      	
                partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Hersha
      Hospitality Limited Partnership,

              
	 
      	 
      	
                A
      Virginia limited partnership,

              
	 
      	 
      	
                Its
      managing member

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Hersha
      Hospitality Trust, a Maryland Business trust, its sole general
      partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Chief
      Financial Officer

              


      

       

      
        
          
          

        

        
          - 9
-

          
            

          

        

        
          
          

        

      

       

      	 
      	
              HHLP VALLEY FORGE
      ASSOCIATES, a Pennsylvania limited partnership

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              Hersha
      Hospitality, LLC, a Virginia

            
	 
      	 
      	
              limited
      liability company, its general

            
	 
      	 
      	
              partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              Hersha
      Hospitality Limited Partnership,

            
	 
      	 
      	
              A
      Virginia limited partnership,

            
	 
      	 
      	
              Its
      managing member

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              Hersha
      Hospitality Trust, a Maryland

            
	 
      	 
      	
              Business
      trust, its sole general partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Ashish R. Parikh

            
	 
      	
              Name:

            	
              Ashish
      R. Parikh

            
	 
      	
              Title:

            	
              Chief
      Financial Officer

            
	 
      	 
      	 
      
	 
      	
              44 NEW ENGLAND MANAGEMENT
      COMPANY, a Virginia corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Ashish R. Parikh

            
	 
      	
              Name:

            	
              Ashish
      R. Parikh

            
	 
      	
              Title:

            	
              Vice
      President

            


       

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
                  3544 ASSOCIATES, a
      Pennsylvania limited partnership

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Limited Liability

                
	 
      	 
      	
                  Company
      – Danville,

                
	 
      	 
      	
                  a
      Delaware limited liability company,

                
	 
      	 
      	
                  its
      general partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Limited Partnership,

                
	 
      	 
      	
                  A
      Virginia limited partnership,

                
	 
      	 
      	
                  Its
      managing member

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Trust, a Maryland

                
	 
      	 
      	
                  Business
      trust, its sole general partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ashish R. Parikh

                
	 
      	
                  Name:

                	
                  Ashish
      R. Parikh

                
	 
      	
                  Title:

                	
                  Chief
      Financial Officer

                
	 
      	 
      	 
      
	 
      	
                  AFFORDABLE HOSPITALITY
      ASSOCIATES, L.P., a Pennsylvania limited
  partnership

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Race
      Street, LLC, a Pennsylvania

                
	 
      	 
      	
                  limited
      liability company, its general

                
	 
      	 
      	
                  partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ashish R. Parikh

                
	 
      	
                  Name:

                	
                  Ashish
      R. Parikh

                
	 
      	
                  Title:

                	
                  Manager

                


        

         

        
          
            
            

          

          
            - 11
-

            
              

            

          

          
            
            

          

        

         

        	 
      	
                HHLP LANGHORNE TWO ASSOCIATES,
      LP, a Pennsylvania limited partnership

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                HHLP
      Langhorne Two, LLC,

              
	 
      	 
      	
                A
      Pennsylvania limited liability

              
	 
      	 
      	
                company,
      its general partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Manager

              
	 
      	 
      	 
      
	 
      	
                HHLP LANGHORNE TWO, LLC,
      a Pennsylvania limited liability company

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Manager

              
	 
      	 
      	 
      
	 
      	
                HHLP NORWOOD ASSOCIATES,
      LLC, a Massachusetts limited liability company

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                44
      Norwood Managing Member, LLC,

              
	 
      	 
      	
                A
      Massachusetts limited liability

              
	 
      	 
      	
                company,
      its Managing Member

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Manager

              
	 
      	 
      	 
      
	 
      	
                44 DARTMOUTH, LLC, a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ashish R. Parikh

              
	 
      	
                Name:

              	
                Ashish
      R. Parikh

              
	 
      	
                Title:

              	
                Manager

              


         

        
          
            
            

          

          
            - 12
-

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  44 NORWICH, LLC, a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ashish R. Parikh

                
	 
      	
                  Name:

                	
                  Ashish
      R. Parikh

                
	 
      	
                  Title:

                	
                  Manager

                
	 
      	 
      	 
      
	 
      	
                  44 HERSHA NORWICH ASSOCIATES,
      LLC, a Connecticut limited liability company

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  44
      Norwich Manager, LLC,

                
	 
      	 
      	
                  a
      Delaware limited liability company,

                
	 
      	 
      	
                  its
      Managing Member

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ashish R. Parikh

                
	 
      	
                  Name:

                	
                  Ashish
      R. Parikh

                
	 
      	
                  Title:

                	
                  Manager

                
	 
      	 
      	 
      
	 
      	
                  2144 ASSOCIATES – NEW
      COLUMBIA, a Pennsylvania limited partnership

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Limited Liability

                
	 
      	 
      	
                  Company
      – New Columbia,

                
	 
      	 
      	
                  a
      Delaware limited liability company,

                
	 
      	 
      	
                  its
      general partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Limited Partnership,

                
	 
      	 
      	
                  A
      Virginia limited partnership,

                
	 
      	 
      	
                  Its
      managing member

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  Hersha
      Hospitality Trust, a Maryland

                
	 
      	 
      	
                  Business
      trust, its sole general partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ashish R. Parikh

                
	 
      	
                  Name:

                	
                  Ashish
      R. Parikh

                
	 
      	
                  Title:

                	
                  Chief
      Financial Officer

                


           

          
            
              
              

            

            
              - 13
-

              
                

              

            

            
              
              

            

          

           

          
            
              	 
      	
                      HERSHA CAMP SPRINGS ASSOCIATES,
      LLC, a Maryland limited liability company

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      Hersha
      Camp Springs Managing

                    
	 
      	 
      	
                      Member,
      LLC, a Delaware limited

                    
	 
      	 
      	
                      liability
      company, its Managing

                    
	 
      	 
      	
                      Member

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Ashish R. Parikh

                    
	 
      	
                      Name:

                    	
                      Ashish
      R. Parikh

                    
	 
      	
                      Title:

                    	
                      Manager

                    
	 
      	 
      	 
      
	 
      	
                      RISINGSAM HOSPITALITY,
      LLC, a New York limited liability company

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      Hersha
      Conduit Associates, LLC,

                    
	 
      	 
      	
                      a
      New York limited liability company,

                    
	 
      	 
      	
                      its
      Managing Member

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Ashish R. Parikh

                    
	 
      	
                      Name:

                    	
                      Ashish
      R. Parikh

                    
	 
      	
                      Title:

                    	
                      Manager

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      HHLP CONDUIT LESSEE,
      LLC, a New York limited liability company

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      44
      New England Management Company,

                    
	 
      	 
      	
                      a
      Virginia corporation, its sole member

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Ashish R. Parikh

                    
	 
      	
                      Name:

                    	
                      Ashish
      R. Parikh

                    
	 
      	
                      Title:

                    	
                      Vice
      President

                    
	 
      	 
      	 
      
	 
      	
                      HERSHA CONDUIT ASSOCIATES,
      LLC, a New York limited liability company

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Ashish R. Parikh

                    
	 
      	
                      Name:

                    	
                      Ashish
      R. Parikh

                    
	 
      	
                      Title:

                    	
                      Manager

                    


            

             

            
              
                
                

              

              
                - 14
-

                
                  

                

              

              
                
                

              

            

             

            
              
                	 
      	
                        PHILLY ONE TRS, LLC, a
      Pennsylvania limited liability company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Manager

                      
	 
      	 
      	 
      
	 
      	
                        HERSHA CAMP SPRINGS LESSEE,
      LLC, a Maryland limited liability company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        44
      New England Management Company,

                      
	 
      	 
      	
                        a
      Virginia corporation, its sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Vice
      President

                      
	 
      	 
      	 
      
	 
      	
                        HERSHA CAMP SPRINGS MANAGING
      MEMBER, LLC, a Delaware limited liability
company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Manager

                      
	 
      	 
      	 
      
	 
      	
                        HERSHA HOSPITALITY LIMITED
      LIABILITY COMPANY – DANVILLE, a Delaware limited liability
      company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Limited Partnership,

                      
	 
      	 
      	
                        A
      Virginia limited partnership,

                      
	 
      	 
      	
                        Its
      sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Trust, a Maryland

                      
	 
      	 
      	
                        Business
      trust, its sole general partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	 
      	 
      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Chief
      Financial Officer

                      


              

               

              
                
                  
                  

                

                
                  - 15
-

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 
      	
                        HERSHA HOSPITALITY LIMITED
      LIABILITY COMPANY – NEW COLUMBIA, a Delaware limited liability
      company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Limited Partnership,

                      
	 
      	 
      	
                        A
      Virginia limited partnership,

                      
	 
      	 
      	
                        Its
      sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Trust, a Maryland

                      
	 
      	 
      	
                        Business
      trust, its sole general partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Chief
      Financial Officer

                      
	 
      	 
      	 
      
	 
      	
                        HERSHA HOSPITALITY, LLC,
      a Virginia limited liability company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Limited Partnership,

                      
	 
      	 
      	
                        A
      Virginia limited partnership,

                      
	 
      	 
      	
                        Its
      sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Hersha
      Hospitality Trust, a Maryland

                      
	 
      	 
      	
                        Business
      trust, its sole general partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Chief
      Financial Officer

                      
	 
      	 
      	 
      
	 
      	
                        44 NORWICH MANAGER, LLC,
      a Delaware

                      
	 
      	
                        limited
      liability company

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ashish R. Parikh

                      
	 
      	
                        Name:

                      	
                        Ashish
      R. Parikh

                      
	 
      	
                        Title:

                      	
                        Manager

                      


                 

                
                  
                    
                    

                  

                  
                    - 16
-

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	 
      	
                          44
      NORWOOD MANAGING MEMBER,

                        
	 
      	
                          LLC, a Massachusetts
      limited liability company

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Ashish R. Parikh

                        
	 
      	
                          Name:

                        	
                          Ashish
      R. Parikh

                        
	 
      	
                          Title:

                        	
                          Manager

                        
	 
      	 
      	 
      
	 
      	
                          RACE STREET, LLC, a
      Pennsylvania limited liability company

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Ashish R. Parikh

                        
	 
      	
                          Name:

                        	
                          Ashish
      R. Parikh

                        
	 
      	
                          Title:

                        	
                          Manager

                        
	 
      	 
      	 
      
	 
      	
                          HERSHA HOSPITALITY CONDUIT
      MANAGEMENT, L.P., a Pennsylvania limited
  partnership

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          Hersha
      Hospitality Conduit Management Co., Inc., a Pennsylvania corporation, its
      sole general partner

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Ashish R. Parikh

                        
	 
      	
                          Name:

                        	
                          Ashish
      R. Parikh

                        
	 
      	
                          Title:

                        	
                          Vice
      President

                        
	 
      	 
      	 
      
	 
      	
                          HERSHA HOSPITALITY CONDUIT
      MANAGEMENT CO., INC., a Pennsylvania corporation

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Ashish R. Parikh

                        
	 
      	
                          Name:

                        	
                          Ashish
      R. Parikh

                        
	 
      	
                          Title:

                        	
                          Vice
      President

                        


                   

                  
                    
                      
                      

                    

                    
                      - 17
-

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    	 
      	
                            HERSHA HOSPITALITY MANAGEMENT,
      LP, a Pennsylvania limited partnership

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            Hersha
      Hospitality Management Co.,

                          
	 
      	
                            a
      Pennsylvania corporation, its sole general partner

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ Kanti D. Patel

                          
	 
      	
                            Name:

                          	
                            Kanti
      D. Patel

                          
	 
      	
                            Title:

                          	
                            President

                          


                  

                

              

            

          

        

      

    

    


     

     

    [Signatures
continued on following page]


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    
      	 
      	
              AGENT AND
      LENDER:

            	 
	 
      	 
      	 
      	 
	 
      	
              TD
      BANK, N.A.

            	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/ Thomas E. Lunny

            	 
	 
      	 
      	
              Thomas
      E. Lunny

            
	 
      	 
      	
              Vice
      President

            


    

    


     

     

    [Signatures
continued on following page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 
      	
              LENDERS:

            
	 
      	 
      	 
      	 
	 
      	
              METRO
      BANK NA

            
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/ Eric Warfel

            	 
	 
      	 
      	
              Eric
      Warfel

            	 
	 
      	 
      	
              Vice
      President

            	 
	 
      	 
      	 
      	 
	 
      	
              MANUFACTURERS
      AND TRADERS TRUST COMPANY

            
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/ Peter J. Ostrowski

            	 
	 
      	 
      	
              Peter
      J. Ostrowski

            	 
	 
      	 
      	
              Vice
      President

            	 
	 
      	 
      	 
      	 
	 
      	
              THE
      PROVIDENT BANK

            
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/ Nadezhda Nedelcheva

            	 
	 
      	 
      	
              Nadezhda
      Nedelcheva

            	 
	 
      	 
      	
              Vice
      President

            	 
	 
      	 
      	 
      	 
	 
      	
              RAYMOND
      JAMES BANK, FSB

            
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/ Steven Paley

            	 
	 
      	 
      	
              Steven
      Paley

            	 
	 
      	 
      	
              Senior
      Vice President